-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PFEdabI/SCUTXdw1Oec+5m84e0cd0ZmHdEdS5TBxUkJYfZZmJIKd3awdfQ4iLQi9 OPDCbgemkwig511WUk4xXA== /in/edgar/work/20000629/0000950144-00-008370/0000950144-00-008370.txt : 20000920 0000950144-00-008370.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950144-00-008370 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000628 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RISCORP INC CENTRAL INDEX KEY: 0001003957 STANDARD INDUSTRIAL CLASSIFICATION: [6331 ] IRS NUMBER: 650335150 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27462 FILM NUMBER: 664958 BUSINESS ADDRESS: STREET 1: 2 NORTH TAMIAMI TRAIL STREET 2: SUITE 608 CITY: SARASOTA STATE: FL ZIP: 34236 BUSINESS PHONE: 9413665015 MAIL ADDRESS: STREET 1: 2 NORTH TAMIAMI TRAIL STREET 2: SUITE 608 CITY: SARASOTA STATE: FL ZIP: 34236 8-K 1 e8-k.txt RISCORP, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2000 RISCORP, INC. (Exact name of registrant as specified in its charter) Florida 0-27462 65-0335150 - ------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 2 North Tamiami Trail, Suite 608 Sarasota, Florida 34236-5642 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (941) 366-5015 N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. On June 28, 2000, RISCORP entered into a third amendment to the plan and agreement of merger with Griffin Acquisition Corp. The third amendment increases the cash portion of the merger consideration to $3.075 and extends, from June 30, 2000 to August 15, 2000, the date upon which either party can terminate the merger agreement if the merger has not been completed. In addition, the third amendment removes the adjustment to the cash portion of the merger consideration that would have reduced the amount distributed to the holders of the Class A Common Stock if certain of RISCORP's expenses in the merger exceeded $1,500,000. A copy of the third amendment is attached as Exhibit 2.1 hereto and is incorporated herein by reference. On June 28, 2000, RISCORP issued a press release announcing that it had entered into the third amendment. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this Report:
Exhibit No. Description ----------- ----------- 2.1 Third Amendment to Plan and Agreement of Merger, dated June 28, 2000, among Griffin Acquisition Corp., a Florida corporation, William D. Griffin, an individual resident of the State of Florida, and RISCORP, Inc., a Florida corporation. 99.1 Press Release dated June 28, 2000.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RISCORP, INC. By: /s/ Walter E. Riehemann ----------------------- Walter E. Riehemann President Dated: June 29, 2000 -2- EX-2.1 2 ex2-1.txt THIRD AMENDMENT TO PLAN AND AGREEMENT OF MERGER 1 EXHIBIT 2.1 THIRD AMENDMENT TO PLAN AND AGREEMENT OF MERGER THIS THIRD AMENDMENT TO PLAN AND AGREEMENT OF MERGER (this "Amendment") is entered into as of the 28th day of June, 2000 among GRIFFIN ACQUISITION CORP., a Florida corporation (the "Acquiror"), WILLIAM D. GRIFFIN, an individual resident of the State of Florida (the "Guarantor"), and RISCORP, INC., a Florida corporation ("RISCORP"). W I T N E S S E T H: WHEREAS, on November 3, 1999, the parties entered into a Plan and Agreement of Merger, as amended by the first and second amendments thereto (the "Agreement"), which contemplates the merger of Acquiror with and into RISCORP pursuant to the applicable provisions of the Florida Business Corporation Act, with RISCORP surviving the merger; WHEREAS, the parties now desire to amend the Agreement as hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Section 1.2(b)(i)(1). Section 1.2(b)(i)(1) of the Agreement is hereby deleted in its entirety and, in lieu thereof, the following new Section 1.2(b)(i)(1) is hereby inserted: the term "Merger Consideration" shall equal (A) $3.075, plus (B) the Contingent Claim Amount divided by the aggregate of the Outstanding Class A Shares and the Outstanding Class B Shares (as defined in Section 3.2); and 2. Section 7.1(b). Section 7.1(b) of the Agreement is hereby amended by deleting the date "June 30, 2000" contained therein and substituting in its place the date "August 15, 2000." 3. Section 7.1(c). Section 7.1(c) of the Agreement is hereby amended by deleting the date "June 30, 2000" contained therein and substituting in its place the date "August 15, 2000." 2 4. Other Terms and Conditions Ratified and Confirmed. All other terms and conditions of the Agreement are hereby ratified and confirmed by the parties and shall remain in full force and effect. 5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as of the day and year set forth above. GRIFFIN ACQUISITION CORP. By: /s/ William D. Griffin ------------------------------------ William D. Griffin President /s/ William D. Griffin ------------------------------------ William D. Griffin RISCORP, INC. By: /s/ Walter E. Riehemann ------------------------------------ Walter E. Riehemann President -4- EX-99.1 3 ex99-1.txt PRESS RELEASE 1 EXHIBIT 99.1 JUNE 28, 2000, SARASOTA, FLORIDA. RISCORP, Inc. (OTC) today announced that it has entered into an amendment to the Plan and Agreement of Merger with Griffin Acquisition Corp. which, among other things, increases the cash portion of the merger consideration payable to each holder of Class A Common Stock to $3.075 per share. This change reflects an increase of $0.225 per share of Class A Common Stock payable in connection with the consummation of the merger. In addition to the cash portion of the merger consideration, the holders of Class A Common Stock continue to have a contingent right to receive a pro rata portion of any recovery from Zenith Insurance Company in connection with the litigation currently pending against Zenith. The amendment also extends the termination date under the merger agreement to August 15, 2000. As a result of the increase in the cash portion of the merger consideration, the special meeting of RISCORP's shareholders originally convened on June 21, 2000 has been adjourned until 11:00 a.m. on July 20, 2000 to permit the distribution of supplemental proxy material with respect to the proposed transaction. The special meeting will reconvene at the Sheraton Colony Square, 188 14th Street, N.E., Atlanta, Georgia at such time and date. -----END PRIVACY-ENHANCED MESSAGE-----